The Disclosure Letter is a crucial document in Indian corporate transactions, typically used alongside major agreements such as Share Purchase Agreements, Asset Purchase Agreements, or Investment Agreements. It serves as a risk allocation tool where the disclosing party can protect themselves against potential warranty claims by making full disclosure of known issues, while the recipient gains detailed understanding of the target business or assets. The document must comply with Indian contract law requirements and relevant sector-specific regulations. A well-drafted Disclosure Letter should provide fair disclosure of all material information, organized clearly by reference to the warranties in the main agreement, and may include both general disclosures (such as matters of public record) and specific disclosures against individual warranties. The document is particularly important in India's complex regulatory environment where multiple compliance requirements may affect the subject matter of the warranties.
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1. Date and Parties: Identification of the disclosing party(ies) and the recipient(s), including their registered addresses and company details
2. Reference to Main Agreement: Clear identification of the principal agreement to which this disclosure letter relates, including its date and parties
3. Purpose and Effect: Statement explaining that this letter contains disclosures against the warranties in the main agreement and the agreed effect of these disclosures
4. Interpretation: Key terms and rules for interpreting the disclosures, cross-referencing the main agreement where appropriate
5. General Disclosures: Standard disclosures that apply across all warranties, such as publicly available information and matters disclosed in public registries
6. Specific Disclosures: Detailed disclosures organized by reference to specific warranties in the main agreement
1. Additional Information Rights: Section specifying any rights of the recipient to request additional information about disclosures - include when dealing with complex transactions
2. Updating Mechanisms: Provisions for updating disclosures between signing and completion - include in transactions with a split signing and completion
3. Non-Reliance Statements: Statements limiting liability for information provided outside the formal disclosures - include in high-risk transactions
4. Fair Disclosure Statement: Detailed statement about what constitutes fair disclosure - include when specificity about disclosure standards is required
1. Schedule 1 - Data Room Index: List of all documents made available in the data room that are deemed to be disclosed
2. Schedule 2 - Warranty-Specific Disclosures: Detailed disclosures organized by warranty number from the main agreement
3. Schedule 3 - Material Contracts: List and summary of material contracts being disclosed
4. Schedule 4 - Property Details: Details of real estate and lease arrangements, if relevant to the warranties
5. Appendix 1 - Supporting Documents: Copies of key documents referenced in the disclosures
6. Appendix 2 - Data Room DVD: Electronic copy of the data room contents (if applicable)
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Healthcare
Real Estate
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Education
Agriculture
Pharmaceuticals
E-commerce
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Due Diligence
Senior Management
Investment
Strategy
Relevant Roles
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Legal Manager
Company Secretary
Chief Financial Officer
Financial Controller
Chief Executive Officer
Managing Director
Director of Corporate Development
Head of Legal
Investment Manager
Due Diligence Manager
Risk Manager
Compliance Officer
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